CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I,  Robert  A.  Bourne,  the  President  and  Treasurer  of CNL  Realty
Corporation,  the  corporate  general  partner of CNL Income Fund XII, Ltd. (the
"registrant"), certify that:

1.       I have reviewed this quarterly report on Form 10-Q of the registrant;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
                  caused such disclosure  controls and procedures to be designed
                  under our  supervision,  to ensure that  material  information
                  relating  to  the  registrant,   including  its   consolidated
                  subsidiaries,  is made  known  to us by  others  within  those
                  entities,  particularly during the period in which this report
                  is being prepared;

                  (b) Evaluated the effectiveness of the registrant's disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

                  (c)  Disclosed  in this report any change in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

5.       The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's  board of directors (or persons  performing the equivalent
         functions):

                  (a) All significant  deficiencies  and material  weaknesses in
                  the design or  operation of internal  control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

                  (b)  Any  fraud,  whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal control over financial reporting.

Date:  August , 2004



/s/ Robert A. Bourne
----------------------
Robert A. Bourne
President and Treasurer